A young man awakens in a ruined room, when all of a sudden he is saved from being eaten. Having no memory of himself, he finds himself in a community of people, with a boy trying to find his brother who had his egg eaten by a Skonk. He later becomes acquainted with the person who saved him named Popo, who helps him escape into space.

The freight ship Kaiba & Vanilla are on is headed to a planet, named Lolo, where the memories of the living and the dead tend to collect at the largest memory tank. Whilst landing, the freight ship collides with another smaller ship. Kaiba is worried and investigate the crash site, to find an old couple receiving some help, from a strange woman in a man’s body.

We get some insight into the goings on of the notorious Issoudan group and how Popo is related to it. It's also revealed what Warp, the king of memories, is and also that the current Warp on the throne is nothing but a fake.

Popo is now aware that the Warp in the heavens is a fake and decides to take this as an opportunity to form an uprising, with Neiro leading the charge. Kaiba has return to his original Warp body, so Popo gets Neiro to try and kill him, but she begins to question her memories of hate towards Warp.

After defeating Warp, Popo is now elated that his dream is finally coming true and he doesn't allow such things like the electrolytic clouds or skonk faze him. However he no longer has anyone to share this moment with, neither his Mom nor Cheki. Elsewhere it seems Kaiba has survived and even regained his memories.

The end of the world draws near, as legendary memory eating plant approaches. What's more is that Kaiba/Warp wants everything to be erased, so Neiro is the only one able to stop him with the memory Kaiba had once forgotten.